Lord Kelvin is proposed as an affordable, hands-on, data-centric middle school science technology and learning environment. In Phase I, the Lord Kelvin thesis was demonstrated as a proof-of-concept technology consisting of low-cost real-world data acquisition and virtual instrument systems. In Phase II, the Phase I academic technology. and supporting infrastructure (e.g., authoring), will be functionally extended and enhanced. 'The resulting Internet-ready technology will be affordable, platform independent, and capable of supporting true hands-on science activity in-class, lab, or at-home. Lord Kelvin will also enable new science learning opportunities currently unattainable due to the high-cost of hands- on scientific instruments and technology. An aggressive testing program, based on learning modules authored for use by middle school students and faculty, will be used by an expert team of educators and technologists to rigorously evaluate Lord Kelvin. The demonstrated learning and cost-performance advantage of Lord Kelvin, in the context of hands-on science, will provide justification for follow-on commercialization as a formal and informal learning technology. PROPOSED COMMERCIAL APPLICATION: Athena is a developer and supplier of educational software and systems. The educational technology market is huge and currently valued at $5B. Lord Kelvin will compete for a share of both formal and informal science learning markets, with a significant cost, content and technological advantages.